Sec Form 4/A Filing - MARCUS JOEL S @ Frequency Therapeutics, Inc. - 2020-07-20

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MARCUS JOEL S 2. Issuer Name and Ticker or Trading Symbol Frequency Therapeutics, Inc. [ FREQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FREQUENCY THERAPEUTICS, INC.,, 19 PRESIDENTIAL WAY, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/20/2020 (Street) WOBURN, MA01801 4. If Amendment, Date Original Filed (MM/DD/YY) 07/22/2020 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/20/2020 A( 1 ) 55,555 ( 2 ) A $ 18 1,011,730 I Alexandria Venture Investments, LLC ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARCUS JOEL S C/O FREQUENCY THERAPEUTICS, INC., 19 PRESIDENTIAL WAY, 2ND FLOOR WOBURN, MA01801 X Signatures /s/ Michael D. Bookman, Attorney-in-Fact for Joel S. Marcus 07/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amendment is being filed to correct the transaction code previously reported on the Reporting Person's Form 4 filed on July 22, 2020. ( 2 )On July 17, 2020 the Issuer entered into a definitive securities purchase agreement with certain institutional investors (the "Private Placement"), which closed on July 20, 2020. The Private Placement consisted of 2,350,108 shares of common stock at a price of $18.00 per share The 55,555 shares of common stock reported herein were acquired pursuant to the Private Placement. ( 3 )Represents securities held of record by Alexandria Venture Investments, LLC ("Alexandria"). Alexandria Real Estate Equities, Inc. is the managing member of Alexandria. Each of Alexandria and Alexandria Real Estate Equities, Inc. has shared voting and investment power with respect to the shares owned by Alexandria. The reporting person is the Executive Chairman of Alexandria Real Estate Equities, Inc. and may therefore be deemed to have voting and investment power with respect to the shares owned by Alexandria. Each of the reporting person and Alexandria Real Estate Equities, Inc. disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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